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Share-Based Plans
9 Months Ended
Oct. 29, 2022
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED PLANS SHARE-BASED PLANS
We have issued RSUs, PSUs, and TSR PSUs under our shareholder-approved equity compensation plans. We recognized share-based compensation expense of $3.9 million and $8.7 million in the third quarter of 2022 and the third quarter of 2021, respectively, and $11.4 million and $31.6 million for the year-to-date 2022 and the year-to-date 2021, respectively.

Non-vested Restricted Stock Units
The following table summarizes the non-vested restricted stock units activity for the year-to-date 2022:
Number of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding non-vested RSUs at January 29, 2022909,287 $33.87 
Granted418,247 $38.13 
Vested(355,911)$29.29 
Forfeited(23,271)$29.59 
Outstanding non-vested RSUs at April 30, 2022948,352 $37.52 
Granted83,912 $27.34 
Vested(48,096)$43.03 
Forfeited(83,399)$41.98 
Outstanding non-vested RSUs at July 30, 2022900,769 $35.87 
Granted46,307 $19.66 
Vested(20,489)$30.40 
Forfeited(15,741)$37.71 
Outstanding non-vested RSUs at October 29, 2022910,846 $35.13 

The non-vested restricted stock units granted in the year-to-date 2022 generally vest and are expensed on a ratable basis over three years from the grant date of the award, as a threshold financial performance objective is expected to be achieved and the grantee remains employed by us through the vesting dates. In the year-to-date 2022, an immaterial amount of non-vested restricted stock units were granted with a minimum service requirement of one year and no required financial performance objectives.

Non-vested Restricted Stock Units Granted to Non-Employee Directors
In the second quarter of 2022, 14,770 common shares underlying the restricted stock units granted in 2021 to the non-employee directors vested on the trading day immediately preceding our 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”). These units were part of the annual compensation of the non-employee directors of the Board. In the second quarter of 2022, the chairman of our Board received an annual restricted stock unit grant having a grant date fair value of approximately $245,000 and the remaining non-employees elected to our Board at our 2022 Annual Meeting each received an annual restricted stock unit grant having a grant date fair value of approximately $145,000. The 2022 restricted stock units will vest on the earlier of (1) the trading day immediately preceding our 2023 Annual Meeting of Shareholders, or (2) the non-employee director’s death or disability. However, the non-employee directors will forfeit their restricted stock units if their service on the Board terminates before either vesting event occurs.

Performance Share Units
Prior to 2020, in 2021, and in the year-to-date 2022, we issued PSUs to certain members of management, which will vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during the performance period. The financial performance objectives for each fiscal year within the three-year performance period are generally approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year.
As a result of the process used to establish the financial performance objectives, we will only meet the requirements for establishing a grant date for PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period.

The number of shares distributed upon vesting of the PSUs depends on the average performance attained during the three-year performance period compared to the performance targets established by the Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of PSUs granted, as defined in the award agreement.

In the year-to-date 2022, we also awarded TSR PSUs to certain members of management, which vest based on the achievement of total shareholder return (“TSR”) targets relative to a peer group over a three-year performance period and require the grantee to remain employed by us through the end of the performance period. If we meet the applicable performance thresholds over the three-year performance period and the grantee remains employed by us through the end of the performance period, the TSR PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period. We use a Monte Carlo simulation to estimate the fair value of the TSR PSUs on the grant date and recognize expense over the service period. The TSR PSUs have a contractual period of three years.

The number of shares distributed upon vesting of the TSR PSUs depends on the average performance attained during the three-year performance period compared to the performance targets established by the Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of TSR PSUs granted, as defined in the award agreement. As of October 29, 2022, we have granted 63,491 TSR PSU shares, which will be expensed through fiscal 2024.

We have begun or expect to begin recognizing expense related to PSUs as follows:
Issue YearOutstanding PSUs at October 29, 2022Expected Valuation (Grant) DateActual or Expected Expense Period
2021143,062 March 2023Fiscal 2023
2022254,003 March 2024Fiscal 2024
Total397,065 

As of October 29, 2022, we had a total of 460,556 outstanding performance share units.

We recognized $0.3 million and $5.0 million of share-based compensation expense related to performance share units in the third quarter of 2022 and third quarter of 2021, respectively, and $0.7 million and $20.7 million of share-based compensation expense related to performance share units in the year-to-date 2022 and the year-to-date 2021, respectively.
The following table summarizes the activity related to PSUs and TSR PSUs for the year-to-date 2022:
Number of UnitsWeighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and TSR PSUs at January 29, 2022240,110 $70.24 
Granted68,231 $58.09 
Vested(234,001)$70.24 
Forfeited— $— 
Outstanding PSUs and TSR PSUs at April 30, 202274,340 $59.09 
Granted2,609 $30.33 
Vested— $— 
Forfeited(9,605)$58.09 
Outstanding PSUs and TSR PSUs at July 30, 202267,344 $58.12 
Granted2,494 $30.33 
Vested(6,109)$70.24 
Forfeited(238)$58.09 
Outstanding PSUs and TSR PSUs at October 29, 202263,491 $55.86 

The following activity occurred under our share-based plans during the respective periods shown:
Third QuarterYear-to-Date
(In thousands)2022202120222021
Total fair value of restricted stock vested$418 $2,141 $14,339 $31,459 
Total fair value of performance shares vested$125 $— $13,877 $37,387 

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2021 and 2022, at October 29, 2022 was approximately $23.8 million. We expect to recognize this compensation cost through October 2025 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.9 years from October 29, 2022.